UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly period ended September 30, 2004

                        Commission file number 000-30085

                             HESPERIA HOLDING, INC.
             (Exact name of registrant as specified in its charter)

               Nevada                                     88-04553327
  (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                   Identification Number)

      9780 E. Avenue
     Hesperia, California                                    92345
(Address of Principal Executive Offices)                  (Zip Code)

                                 (760) 244-8787
              (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the last 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                               Yes __X___ No _____

The number of shares of Common Stock, $0.001 par value,  outstanding on November
5, 2004, was 18,746,467 shares, held by approximately 149 shareholders.

Transitional Small Business Disclosure Format (check one):

                              Yes ______ No ___X___




<PAGE>

                              HESPERIA HOLDING, INC

                     Quarterly Report on Form 10-QSB for the
                   Quarterly Period Ending September 30, 2004

                                Table of Contents

PART I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>

     Item 1.    Financial Statements (Unaudited)

<S>                                                                                      <C>
                    Condensed Consolidated Balance Sheets:                               3
                    September 30, 2004 and December 31, 2003

                    Condensed Consolidated Statements of Operations:
                    Three and Nine Months Ended September 30, 2004 and 2003              4

                    Condensed Consolidated Statements of Cash Flows:
                    Nine Months Ended September 30, 2004 and 2003                        5

                    Notes to Unaudited Condensed Consolidated Financial Information:
                    September 30, 2004                                                  6-9

     Item 2.    Management Discussion and Analysis                                      10

     Item 3.    Controls and Procedures                                                 15

PART II.  OTHER INFORMATION

     Item 1.    Legal Proceedings                                                       15

     Item 2.    Changes in Securities                                                   15

     Item 3.    Defaults Upon Senior Securities                                         15

     Item 4.    Submission of Matters to a Vote of Security Holders                     15

     Item 5.    Other Information                                                       15

     Item 6.    Exhibits                                                                16

Signatures                                                                              17

</TABLE>

                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION

     Item 1.    Financial Statements (Unaudited)

                             Hesperia Holding, Inc.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                               (Unaudited)
                                                          September 30, 2004      December 31 ,2003
                                                          ------------------      -----------------
<S>                                                                 <C>                  <C>
ASSETS
Current Assets:
Accounts receivable-net of allowance for doubtful accounts
of $94,566 and $9,311 at September 30, 2004 and December
31, 2003, respectively                                       $       601,878       $         339,897

Inventory (Note G)                                                   180,505                 163,007

Employee advances (Note E)                                             1,136                     650

Prepaid expenses                                                     134,060                     -
                                                          ------------------      -------------------
Total current assets                                                 917,579                 503,554

Property and equipment, net of accumulated depreciation of
$228,693 and $166,337 at September 30, 2004 and December
31, 2003, respectively                                               306,033                 173,065

Total assets                                                $      1,223,612       $         676,619
                                                          ------------------      -------------------
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities:
Cash disbursed in excess of available funds                 $        186,350       $         219,856

Accounts payable and accrued liabilities                           1,008,568                 653,418

Deferred revenue (Note A)                                            297,199                 190,678

Line of credit (Note F)                                              206,606                       -

Notes payable, current portion (Note C)                               11,407                  56,450
Notes payable to related parties, current portion (Note C
and E)                                                                96,710                       -

Advances from related parties (Note E)                               163,394                       -
                                                          ------------------      -------------------
    Total current liabilities                                      1,970,234               1,120,402

Long-term liabilities:

Advances from related parties (Note E)                                     -                 235,825

Notes payable, long-term portion (Note C)                             39,623                       -
Notes payable to related parties, long-term portion (Note C
and E)                                                               272,577                       -
                                                          ------------------      -------------------
Total long-term liabilities                                          312,200                 235,825

(Deficiency in) Stockholders Equity:
Preferred stock, par value; $.001; authorized 5,000,000
shares; 200,000 and none shares issued and outstanding as
of September 30, 2004 and December 31, 2003, respectively
(Note D)                                                                 200                       -
Common stock, par value; $.001, authorized 20,000,000
shares; 16,874,467 and 11,510,845 shares issued and
outstanding as of September  30,2004 and December 31, 2003,
respectively (Note D)                                                 16,874                  11,511

Additional paid-in capital                                         2,673,474                 568,815

Accumulated deficit                                               (3,749,370)             (1,259,934)
                                                          ------------------      -------------------
Total (deficiency in) stockholders' equity                        (1,058,822)               (679,608)
                                                          ------------------      -------------------
Total liabilities and (deficiency in) stockholders' equity  $      1,223,612       $         676,619
                                                          ==================      ===================
</TABLE>

See  accompanying  notes  to  the  unaudited  condensed  consolidated  financial
information.


                                       3
<PAGE>

                             Hesperia Holding, Inc.
                   Condensed Consolidated Statements of Losses
                                   (Unaudited)
<TABLE>
<CAPTION>

                             For the three months ended September 30,      For the nine months ended September 30,
                                     2004                   2003                   2004                   2003
                                     ----                   ----                   ----                   ----
<S>                                   <C>                    <C>                    <C>                    <C>
Revenues:
  Sales, net                 $     2,888,628        $     1,898,274         $    8,256,414        $     5,957,596

Cost of goods sold                 1,960,309              2,007,762              6,466,305              4,966,421
                             ---------------        ---------------         --------------        ---------------
Gross profit                         928,319               (109,488)             1,790,109                991,175

Selling, general and
administrative                     2,594,675                437,857              4,193,508              1,514,848

Depreciation                          25,918                 11,964                 66,856                 51,130
                             ---------------        ---------------         --------------        ---------------
Total operating expenses           2,620,593                449,821              4,260,364              1,565,978


(Loss) from operations            (1,692,274)              (559,309)            (2,470,255)              (574,803)

Other income (expense)

Debt forgiveness                           -                      -                      -                 31,224
Interest income
(expense), net                       (10,406)               (23,566)               (19,181)               (42,644)
Total other income
(expense)                            (10,406)               (23,566)               (19,181)               (11,420)
                             ---------------        ---------------         --------------        ---------------
Net  (loss) before
provision for income
taxes                             (1,702,680)              (582,875)            (2,489,436)              (586,223)

Provision for income
taxes                                      -                      -                      -                      -
                             ---------------        ---------------         --------------        ---------------
Net (loss)                   $    (1,702,680)        $     (582,875)        $   (2,489,436)        $     (586,223)
                             ===============        ===============         ==============        ===============
Loss per share (basic
and fully diluted)           $         (0.13)         $       (0.06)        $        (0.21)         $       (0.06)
                             ===============        ===============         ==============        ===============
Basic and diluted
weighted average number
of shares outstanding             12,974,201             10,495,845             12,108,523             10,452,739
                             ===============        ===============         ==============        ===============
</TABLE>


See  accompanying  notes  to  the  unaudited  condensed  consolidated  financial
information.

                                       4
<PAGE>

                             Hesperia Holding, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   For The Nine Months Ended September 30,
                                                                          2004                   2003
                                                                          ----                   ----
<S>                                                                       <C>                    <C>
Cash flow from operating activities:
Net loss                                                         $    (2,489,436)         $    (586,223)
Adjustments to reconcile net loss to cash used in operations:

Depreciation                                                              66,856                 51,130

Common stock issued in exchange for services rendered                  1,990,508                214,000

Common stock issued in connection with reverse merger                          -                 50,000

Adjustment to prior year additional paid-in capital                            -                 73,637

(Increase) decrease in accounts receivable                              (261,981)                21,886

(Increase) decrease in employee advances                                    (486)                22,745

(Increase) decrease in inventories                                       (17,498)              (115,270)

(Increase) decrease in prepaid expenses                                 (134,060)                     -
Increase (decrease) in cash disbursed in excess of available
fund                                                                     (33,506)               118,660

Increase (decrease) in deferred revenue                                  106,520                      -
Increase (decrease) in accounts payable and accrued
liabilities                                                              409,865                419,149
                                                                 ----------------         --------------
Net cash (used in) provided by operations                        $      (363,218)         $     269,714

Cash flows from investing activities:

Capital expenditures                                                    (199,824)               (87,564)
                                                                 ----------------         --------------
Net cash (used in) investing activities                                 (199,824)               (87,564)

Cash flows from financing activities:

Proceeds from line of credit                                             206,606                (54,427)

(Repayments of) proceeds from shareholder advances                       163,394                (13,400)

Proceeds from (repayment of) notes payable                                (5,420)              (164,828)

Proceeds from (repayment of) notes payable to related parties            133,462                      -

Proceeds from sale of preferred stock                                     65,000                      -

Proceeds from sale of common stock                                             -                 30,000
                                                                 ----------------         --------------
Net cash provided by (used in) financing activities                      563,042               (202,655)


Net increase (decrease) in cash and cash equivalents                           -                (20,505)

Cash and cash equivalents at beginning of the period                           -                 28,608
                                                                 ----------------         --------------
Cash and cash equivalents at end of the period                   $             -          $       8,103
                                                                 ================         ==============

Supplemental Disclosure of Cash Flows Information:


Cash paid during the period for interest                         $        10,406          $       2,928


Cash paid during the period for income taxes                     $             -          $           -

                                       5
<PAGE>


Expenses paid by Company's principal stockholders                $             -          $           -
                                                                 ----------------         --------------
Common stock issued in exchange for services rendered                  1,990,508          $     214,000
                                                                 ================         ==============

Common stock issued in exchange for accrued service fees         $        54,715          $           -
Acquisition:


Assets acquired                                                  $             -          $           -

Liabilities assumed                                              $             -                      -

Organization costs                                               $             -                (50,000)

Common stock retained in reverse merger                          $             -                 50,000
                                                                 ----------------         --------------

Net casn paid for acquisition                                    $             -          $           -
                                                                 ================         ==============
</TABLE>

See  accompanying  notes  to  the  unaudited  condensed  consolidated  financial
information.

                                       6
<PAGE>

                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions  to  Form  10-QSB.  Accordingly,  they  do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Accordingly,  the  results  from  operations  for the  nine-month  period  ended
September  30, 2004 are not  necessarily  indicative  of the results that may be
expected  for  the  year  ended  December  31,  2004.  The  unaudited  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  December  31, 2003  financial  statements  and  footnotes  thereto
included in the Company's SEC Form 10-KSB.

Business and Basis of Presentation

Hesperia  Holding,  Inc. (the  "Company")  was formed on March 3, 2000 under the
laws of the State of Nevada.  Hesperia Holding,  Inc. is engaged in the business
of  manufacturing  and distributing  trusses for residential  home builders.  On
April  10,  2003,  the  Company  entered  into an  Agreement  and Plan of Merger
("Agreement")  with  Saveyoutime.com,  Inc.  ("Saveyoutime.com"),   an  inactive
publicly  registered shell corporation with no significant  assets or operations
organized  under the laws of Nevada.  As a result of the  acquisition,  Hesperia
Holding  Inc.  is the  surviving  entity and  Saveyoutime.com  is the  acquiring
entity.  As a part of the merger,  saveyoutime.com  changed its name to Hesperia
Holding,  Inc. (see Note B). The consolidated  financial  statements include the
accounts of the Company, and its wholly-owned subsidiaries, Hesperia Truss, Inc.
("Truss")  and Pahrump  Valley Truss,  Inc.  ("PVI").  Significant  intercompany
transactions have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.

Revenue Recognition

For revenue from product  sales,  the Company  recognizes  revenue in accordance
with SEC Staff Accounting  Bulletin No. 101,  "Revenue  Recognition in Financial
Statements"  ("SAB 101").  SAB 101 requires that four basic criteria must be met
before  revenue can be  recognized:  (1)  persuasive  evidence of an arrangement
exists;  (2)  delivery  has  occurred;  (3)  the  selling  price  is  fixed  and
determinable;  and (4)  collectibility is reasonably  assured.  Determination of
criteria (3) and (4) are based on  management's  judgments  regarding  the fixed
nature of the selling prices of the products delivered and the collectibility of
those  amounts.  Provisions  for discounts  and rebates to customers,  estimated
returns and  allowances,  and other  adjustments  are  provided  for in the same
period the related sales are recorded.


                                       7
<PAGE>


                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Revenue Recognition (Continued)

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104,  Revenue  Recognition.  The staff updated and revised the existing  revenue
recognition in Topic 13, Revenue Recognition,  to make its interpretive guidance
consistent with current accounting  guidance,  principally EITF Issue No. 00-21,
"Revenue  Arrangements with Multiple  Deliverables."  Also, SAB 104 incorporates
portions of the Revenue  Recognition in Financial  Statements - Frequently Asked
Questions  and  Answers  document  that the SEC staff  considered  relevant  and
rescinds  the  remainder.   The  company's  revenue  recognition   policies  are
consistent  with  this  guidance;  therefore,  this  guidance  did  not  have an
immediate impact on the company's financial statements.

The Company  defers any revenue for which the product has not been  delivered or
is subject to refund until such time that the Company and the  customer  jointly
determine  that the product has been  delivered  or no refund will be  required.
Payments  received  in advance  are  deferred  until the  trusses  are built and
shipped to  customers.  Deferred  revenues as of September 30, 2004 and December
31, 2003 are $297,199 and $190,678, respectively.

Stock Based Compensation

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The Company has chosen to continue to account
for stock-based  compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related  interpretations.  Accordingly,  compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock at the date of the grant  over the  exercise  price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its  financial  reports for the year ended  December 31, 2003 and has
adopted the interim  disclosure  provisions  for its  financial  reports for the
subsequent periods. The Company does not have any awards of stock-based employee
compensation issued and outstanding at September 30, 2004.

NOTE B - BUSINESS COMBINATION AND CORPORATE RESTRUCTURE

On April  10,  2003,  the  Company  completed  an  Agreement  and Plan of Merger
("Agreement")  with  Saveyoutime.com,  Inc.  ("Saveyoutime.com"),   an  inactive
publicly  registered shell corporation with no significant  assets or operations
organized under the laws of the State of Nevada. As a result of the acquisition,
there was a change in  control  of the  public  entity.  As part of the  merger,
Saveyoutime.com changed its name to Hesperia Holding, Inc.

For accounting  purposes,  Hesperia  Holding,  Inc. is the surviving  entity and
Saveyoutime.com  is the acquiring entity. The transaction is accounted for using
the  purchase  method  of  accounting.   As  Saveyoutime.com   was  an  inactive
corporation with no significant  operations,  the Company recorded the carryover
historical  basis  of  net  tangible  assets  acquired,  which  did  not  differ
materially from their historical  cost. The results of operations  subsequent to
the date of merger are  included in the  Company's  consolidated  statements  of
losses.

                                       8
<PAGE>


                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE B - BUSINESS COMBINATION AND CORPORATE RESTRUCTURE (Continued)

Effective  with the  Agreement,  all but 50,000  shares  previously  outstanding
common stock,  preferred stock,  options and warrants owned by Saveyoutime.com's
sole stockholder were returned to the Company for cancellation. The value of the
50,000  shares  of  common  stock  that  were  retained  by the  Saveyoutime.com
stockholder was based upon  management's  estimate of the fair value of Hesperia
Holding,   Inc.'s  common  stock  of  $1.00  per  share.   The  Company  charged
organization  costs of $50,000 to operations  during the year ended December 31,
2003.

The total  consideration paid was $50,000 and the significant  components of the
transaction are as follows:

       Common stock retained                                            $ 50,000
       Excess of liabilities assumed over assets acquired                      -
       Total consideration paid                                         $ 50,000

NOTE C - NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES

Notes payable at September 30, 2004 and December 31, 2003 are as follows:
<TABLE>
<CAPTION>

                                                    September 30, 2004     December 31, 2003
                                                    ------------------     -----------------
<S>                                                        <C>                   <C>
 Notes   payable   to    shareholders   in   weekly
 installments of $574 including  interest at 6% per
 annum, unsecured;  maturity date is in April 2008.
 (Note E)                                                $    96,415           $         -
 Notes   payable   to    shareholders   in   weekly
 installments  of $1,623  including  interest at 6%
 per annum,  unsecured;  maturity  date is in April                                      -
 2008. (Note E)                                              272,872
 Note payable to former  Company  founder in weekly
 installments  of  $2,000;  non  interest  bearing;
 secured by interest in  subsidiary;  maturity date
 is in June 2004.                                                  -                51,463
 Note  payable  in  monthly  installments  of  $514
 including  interest at 1.9% per annum;  secured by
 transportation  equipment;  maturity  date  is  in
 January 2009.                                                25,609                     -
 Note  payable  in  monthly  installments  of  $510
 including  interest at 1.9% per annum;  secured by
 transportation  equipment;  maturity  date  is  in
 January 2009.                                                25,421                     -
 Note  payable  in  monthly  installments  of  $375
 including  interest at 2.9% per annum;  secured by
 transportation equipment; maturity date is in July
 2004.                                                             -                 2,312
 Note  payable  in  monthly  installments  of  $375
 including  interest at 7.9% per annum;  secured by
 transportation equipment; maturity date is in July
 2004.                                                             -                 2,675
                                                    ------------------     -----------------
                                                             420,317                56,450
     Less: current portion                                  (108,117)              (56,450)
                                                    ------------------     -----------------
                                                         $   312,200                $    -
                                                    ==================     =================
</TABLE>

                                       9
<PAGE>

                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE C - NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Continued)

Aggregate maturities of long-term debt as of September 30, 2004 are as follows:

             Year                                          Amount
             2004                                       $  27,806
             2005                                         107,834
             2006                                         114,010
             2007                                         120,557
             2008 and after                                50,110
                                                       ----------
                                                        $ 420,317
                                                       ==========
NOTE D - CAPITAL STOCK

The Company has authorized 5,000,000 shares of preferred stock, with a par value
of $.001 per share.  The  preferred  shares are  convertible  into the Company's
common stock at the option of the holder at a ratio of one share of common stock
for each share of preferred  stock.  As of  September  30, 2004 and December 31,
2003,  the Company has 200,000 and -0- preferred  stock issued and  outstanding,
respectively. The Company has authorized 20,000,000 shares of common stock, with
a par value of $.001 per share.  As of September 30, 2004 and December 31, 2003,
the Company has  16,874,467  and  11,510,845  shares of common  stock issued and
outstanding.

In  January  2004,  the  Company  issued  27,272  shares  of  common  stock to a
consultant  in exchange for service  fees of $15,000.  Valuation of common stock
issued for services was based upon the value of the services rendered, which did
not differ  materially from the fair value of the Company's  common stock during
the period the services were rendered.

In March 2004, the Company issued an aggregate of 250,000 shares of common stock
to  consultants  in exchange for $195,285 of service fees and $54,715 of accrued
services fees.  Valuation of common stock issued for services was based upon the
value of the services  rendered,  which did not differ  materially from the fair
value of the  Company's  common  stock  during  the  period  the  services  were
rendered.

In June 2004,  the Company  issued an aggregate of 22,500 shares of common stock
to  consultants  in exchange  for services  fees of $7,875.  Valuation of common
stock issued for  services  was based upon the value of the  services  rendered,
which did not  differ  materially  from the fair value of the  Company's  common
stock during the period the services were rendered.

In August  2004,  the  Company  issued an  aggregate  of  200,000  shares of its
preferred stock in exchange for $65,000 of proceeds, net of costs and fees.

In  September,  2004,  the Company  issued an aggregate  of 3,063,850  shares of
common  stock  to  consultants  in  exchange  for  service  fees of  $1,072,348.
Valuation  of common  stock  issued for services was based upon the value of the
services  rendered,  which did not differ  materially from the fair value of the
Company's common stock during the period the services were rendered.

In  September,  2004,  the Company  issued an aggregate  of 2,000,000  shares of
common  stock to  officers  in  exchange  for  services  rendered  of  $700,000.
Valuation  of the common  stock  issued for services was based upon the value of
the services  rendered,  which did not differ  materially from the fair value of
the Company's common stock during the period the services were rendered.


                                      10
<PAGE>


                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE E - RELATED PARTY TRANSACTIONS

The Company  leases  office spaces and  manufacturing  fields from its principal
shareholders on a month-to-month basis in California.

The Company has  advanced  funds to  employees  and the  outstanding  balance is
$1,136 and $650 as of September 30, 2004 and December 31, 2003, respectively.

Significant  shareholders  of the Company have advanced  funds on a non-interest
bearing  basis to the Company for working  capital  purposes.  The amount of the
advances at December 31, 2003 is $235,825. The shareholders agreed not to demand
any  payments  for funds  personally  advanced to the Company  until fiscal year
2005.  From January  through March 2004, the  shareholders  advanced  additional
$173,000 to the Company for working capital  purpose.  The Company repaid $2,500
to the shareholders in January 2004. On March 31, 2004, the Company entered into
two formal note  agreements  with the  shareholders  and $406,000 of outstanding
balance of advances from shareholders are converted into two promissory notes in
the amount of $300,000 and $106,000. The remaining $325 of advances that was not
converted to notes  payable was repaid to the  shareholder  in April 2004. As of
September 30, 2004,  notes payable to  shareholders  in connection  with the two
promissory notes amounted $272,872 and $96,415, respectively (Note C).

During  the  period  ended  September  30,  2004,  the  Company's  officers  and
shareholders have advanced funds on a non-interest  bearing basis to the Company
for working capital purposes.  The amount of the advances,  net of repayments at
September 30, 2004 is $163,394. No formal repayment terms or arrangements exist.

NOTE F - LINE OF CREDIT

Line of Credit at September 30, 2004 and December 31, 2003 are as follows:
<TABLE>
<CAPTION>

                                                                   September 30, 2004          December 31, 2003
                                                                   ------------------          -----------------


<S>                                                                       <C>                           <C>
Line of Credit,  secured by  accounts  receivables
and thereof up to an aggregate of $1,000,000 under
a Loan and  Security  Agreement;  to be  repaid no
later  than July 12,  2005;  interest  payable  at
prime plus 3%. Subsequent to the date of financial
statements,  the  Company  has  paid in  full  the
borrowings under the terms of this agreement.                          $ 206,606                   $       -
Less Current Portion                                                    (206,606)                          -
                                                                               -                           -
</TABLE>


NOTE G - INVENTORIES

                              Inventories  are  stated  at the  lower of cost or
                              market  determined  by  the  first-in,   first-out
                              (FIFO)  method.  Inventories  consist  of  trusses
                              available  for sale to  contract  customers  along
                              with raw materials and work-in progress.
Components of  inventories as of September 30, 2004 and December 31, 2003 are as
follows:

                                        September 30, 2004     December 31, 2003
Raw materials                                     $ 76,100             $  71,139
Work-in progress                                    75,668                 9,200
Finished goods                                      28,737                82,668
                                                  $180,505             $ 163,007


                                       11
<PAGE>




                              HESPERIA HOLDING, INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE H - SUBSEQUENT EVENTS

On October 8, 2004,  the Company  entered into a Security  Agreement with Laurus
Master Fund, Ltd. for the sale of (i) a $1,000,000  principal amount convertible
Secured  Revolving Note, (ii) a $500,000  principal amount  convertible  minimum
borrowing  note, and (iii) warrants to purchase  461,000 shares of common stock.
Each of the convertible  notes accrues interest at a rate per annum equal to the
greater of the prime rate published in The Wall Street Journal plus 3%; or 7%.


                                       12
<PAGE>

FORWARD-LOOKING STATEMENTS

     This document contains  "forward-looking  statements" within the meaning of
the Private Securities  Litigation Reform Act of 1995. All statements other than
statements of historical fact are  "forward-looking  statements" for purposes of
federal  and  state  securities  laws,  including,   but  not  limited  to,  any
projections of earnings, revenue or other financial items; any statements of the
plans,  strategies  and  objections of  management  for future  operations;  any
statements  concerning  proposed new services or  developments;  any  statements
regarding future economic  conditions or performance;  any statements or belief;
and any statements of assumptions underlying any of the foregoing.

     Forward-looking  statements may include the words "may,"  "could,"  "will,"
"estimate," "intend,"  "continue,"  "believe," "expect" or "anticipate" or other
similar  words.  These  forward-looking  statements  present our  estimates  and
assumptions  only  as of the  date  of  this  report.  Except  for  our  ongoing
securities  laws, we do not intend,  and undertake no obligation,  to update any
forward-looking statement.

     Although  we  believe  that  the  expectations  reflected  in  any  of  our
forward-looking   statements  are   reasonable,   actual  results  could  differ
materially  from  those  projected  or  assumed  in any  or our  forward-looking
statements. Our future financial condition and results of operations, as well as
any  forward-looking  statements,  are subject to change and inherent  risks and
uncertainties.  The factors impacting these risks and uncertainties include, but
are not limited to:

          o         Our current deficiency in working capital;

          o         increased  competitive  pressures from existing  competitors
                    and new entrants;

          o         increases  in interest  rates or our cost of  borrowing or a
                    default under any material debt agreements;

          o         deterioration in general or regional economic conditions;

          o         adverse  state or federal  legislation  or  regulation  that
                    increases the costs of compliance,  or adverse findings by a
                    regulator with respect to existing operations;

          o         loss of customers or sales weakness;

          o         inability to achieve future sales levels or other  operating
                    results;

          o         the unavailability of funds for capital expenditures; and

          o         operational inefficiencies in distribution or other systems.


     For a detailed  description  of these and other  factors  that could  cause
actual results to differ materially from those expressed in any  forward-looking
statement,  please see "Factors  That May Affect Our Plan of  Operation" in this
document  and "Risk  Factors"  in our Annual  Report on Form 10-KSB for the year
ended December 31, 2003.


                                       13
<PAGE>

Item 2.           Management's Discussion and Analysis

Critical Accounting Policies

     The preparation of our consolidated financial statements in conformity with
accounting  principles  generally  accepted in the United States  requires us to
make  estimates  and  judgments  that affect our reported  assets,  liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our  estimates and  judgments on  historical  experience  and on various
other  assumptions we believe to be reasonable under the  circumstances.  Future
events,   however,  may  differ  markedly  from  our  current  expectations  and
assumptions.  While  there  are a  number  of  significant  accounting  policies
affecting  our  consolidated  financial  statements;  we believe  the  following
critical accounting policies involve the most complex,  difficult and subjective
estimates and judgments:

          o         stock-based compensation
          o         revenue recognition

Stock-Based Compensation

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation - Transition and Disclosure.  This statement  amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to the fair market value based method of  accounting
for stock based employee  compensation.  FAS 148 also requires disclosure of the
method used to account for stock-based  employee  compensation and the effect of
the method in both the annual and interim financial  statements.  The provisions
of this statement  related to transition  methods are effective for fiscal years
ending  after  December  15,  2002,  while  provisions   related  to  disclosure
requirements  are effective in financial  reports for interim periods  beginning
after December 31, 2003.

     The Company  elected to continue  to account for  stock-based  compensation
plans using the intrinsic value-based method of accounting prescribed by APB No.
25,  "Accounting  for Stock Issued to Employees,"  and related  interpretations.
Under the  provisions  of APB No. 25,  compensation  expense is  measured at the
grant  date for the  difference  between  the fair  value of the  stock  and the
exercise price.

Revenue Recognition

For revenue from product  sales,  the Company  recognizes  revenue in accordance
with Staff Accounting  Bulletin No. 104, Revenue Recognition  ("SAB104"),  which
superceded Staff Accounting  Bulletin No. 101, Revenue  Recognition in Financial
Statements  ("SAB101").  SAB 101 requires  that four basic  criteria must be met
before  revenue can be  recognized:  (1)  persuasive  evidence of an arrangement
exists;  (2)  delivery  has  occurred;  (3)  the  selling  price  is  fixed  and
determinable;  and (4)  collectibility is reasonably  assured.  Determination of
criteria (3) and (4) are based on  management's  judgments  regarding  the fixed
nature of the selling prices of the products delivered and the collectibility of
those  amounts.  Provisions  for discounts  and rebates to customers,  estimated

                                       14
<PAGE>
returns and  allowances,  and other  adjustments  are  provided  for in the same
period the related sales are recorded.  The Company defers any revenue for which
the product has not been  delivered or is subject to refund until such time that
the  Company  and the  customer  jointly  determine  that the  product  has been
delivered or no refund will be required.

     SAB 104  incorporates  Emerging  Issues  Task Force 00-21  ("EITF  00-21"),
Multiple-Deliverable  Revenue Arrangements.  EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple  products,
services and/or rights to use assets.  The effect of implementing  EITF 00-21 on
the Company's  consolidated financial position and results of operations was not
significant.

     The Company defers any revenue for which the product has not been delivered
or is  subject  to refund  until  such time that the  Company  and the  customer
jointly  determine  that the  product  has been  delivered  or no refund will be
required.  Payments received in advance are deferred until the trusses are built
and  shipped  to  customers.  Deferred  revenue  as of  September  30,  2004 was
$297,199.

Overview

     The Company  entered into a merger  agreement  dated  January 20, 2003 (the
"Merger  Agreement")  with Hesperia  Holding  Corp.,  a California  corporation.
Pursuant to the terms of the Merger Agreement Hesperia Holding Corp. merged with
and into the Company on April 10, 2003.

     Under the terms of the Merger,  the Company issued 10,415,845 shares of its
common stock to the  stockholders of Hesperia Holding Corp. in exchange for 100%
of the issued and  outstanding  common stock of Hesperia  Holding Corp. The then
sole  stockholder  of the Company  retained  50,000  shares of common  stock and
cancelled 6,454,370 shares resulting in 10,465,845 being issued and outstanding.

     Results of  Operations  for the Three and Nine Months Ended  September  30,
2004 and September 30, 2003.
<TABLE>
<CAPTION>

                                   Three Months Ended      Three Months       Nine Months Ended      Nine Months Ended
                                   September 30, 2004    Ended September     September 30, 2004      September 30, 2003
                                                             30, 2003
                                  --------------------- ------------------- ---------------------- -----------------------
 Revenues                                $  2,888,628         $ 1,898,274            $ 8,256,414             $ 5,957,596
                                  --------------------- ------------------- ---------------------- -----------------------

<S>                                            <C>                 <C>                    <C>                     <C>
 Cost of Goods Sold                        (1,960,309)         (2,007,762)            (6,466,305)             (4,966,421)

          Operating Expenses               (2,620,593)           (449,821)            (4,260,364)             (1,565,978)
 Interest    Forgiveness    from
 Stockholder                                        -                   -                      -                  31,224
 Other Income (Expense)                       (10,406)            (23,566)               (19,181)                (42,644)
                                  --------------------- -------------------
 Net Income (Loss)                       $ (1,702,680)        $  (582,875)          $ (2,489,436)            $  (586,223)
                                  ===================== =================== ====================== =======================
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>

Revenues

                                                      Three Months       Three Months
                                                    Ended September     Ended September        Increase/(decrease)
                                                        30, 2004           30, 2003             $             %
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>                   <C>         <C>
For the three months ended September 30:
     Revenue                                              $ 2,888,628        $ 1,898,274        $990,354       52.2%

     Revenues  for the three  months ended  September  30, 2004 were  $2,888,628
compared to revenues of $1,898,274 in the three months ended September 30, 2003.
This resulted in an increase in revenues of $990,354,  or 52.2%, from $1,898,274
in the same period one year ago.  The  increase in revenues was due to increased
market  activity with home building  coupled with price  increases due to higher
material costs. In addition, the Company established a second production yard in
Pahrump,  Nevada in May, 2004 adding a full quarter of production  adding to the
overall revenue base.

                                                   Nine Months      Nine Months
                                                 Ended September  Ended September             Increase/(decrease)
                                                    30, 2004          30, 2003                  $              %

------------------------------------------------------------------------------------------------------------------------------------
For the nine months ended September 30:
     Revenue                                              $ 8,256,414        $ 5,957,596      $2,298,818      38.6%

     Revenues  for the nine months  ended  September  30,  2004 were  $8,256,414
compared to revenues of $5,957,596 in the nine months ended  September 30, 2003.
This  resulted  in an  increase  in  revenues  of  $2,298,818,  or  38.6%,  from
$5,957,596  in the same  period one year ago.  Revenues  have  increased  due to
expansion of business  volume and increase in production with the added facility
in  Nevada  coupled  with  general   overall  price  increases  on  construction
materials.

Cost of goods sold/Gross profit percentage of revenue

                                                      Three Months       Three Months
                                                    Ended September     Ended September        Increase/(decrease)
                                                        30, 2004           30, 2003              $             %

------------------------------------------------------------------------------------------------------------------------------------

For the three months ended September 30:
                               Cost of goods sold         $ 1,960,309        $ 2,007,762       $ (47,453)      (2.4%)
                                                   --------------------------------------------------------------------

     Gross profit % of revenue                                    32%             (5.5%)
                                                   ---------------------------------------
</TABLE>

                                       16
<PAGE>


     Cost of goods  sold for the  three  months  ended  September  30,  2004 was
$1,960,309, a decrease of $47,453, or 2.4%, from $2,007,762 for the three months
ended  September  30,  2003.  The  decrease  in the  cost of  goods  sold is due
primarily from improved cost  containment  methods in  relationship to each unit
sales.

     Gross profit as a percentage of revenue  increased from a negative 5.5% for
the three  months  ended  September  30, 2003 to 32% for the three  months ended
September 30, 2004. The increase in gross profit margin is the resulting  effect
of an improved  pricing model  coupled with  reduction in non  profitable  sales
activity.
<TABLE>
<CAPTION>

                                                    Nine Months     Nine Months Ended
                                                  Ended September   September 30, 2003        Increase/(decrease)
                                                     30, 2004                                    $              %

------------------------------------------------------------------------------------------------------------------------------------

<S>                                                       <C>                 <C>              <C>             <C>
For the nine months ended June 30:
                             Cost of goods sold        $ 6,466,305         $ 4,966,421        $1,499,884       30.2%
                                                 ------------------ ------------------- ----------------- -----------

     Gross profit % of revenue                               27.7%               16.6%
                                                 ------------------ -------------------

     Cost of  goods  sold for the  nine  months  ended  September  30,  2004 was
$6,466,305,  an increase of $1,499,884,  or 30.2%,  from $4,966,421 for the nine
months ended  September 30, 2003.  The increase in the cost of goods sold is due
primarily from a 38.6% increase in the corresponding  sales as compared to prior
year combined with improved material and labor cost pricing models.

     Gross profit as a percentage of revenue  increased  from 16.6% for the nine
months ended September 30, 2003 to 27.7% for the nine months ended September 30,
2004. The  improvement  in gross profit margin was due to improved  cost/pricing
model combined with a reduction in non profitable sales activity.

Selling, General and Administrative expenses

                                             Three Months Ended      Three Months
                                             September 30, 2004    Ended September          Increase/(decrease)
                                                                       30, 2003               $                %
 ------------------------------------------- --------------------- ------------------- ------------------- ------------

For the three months ended September 30:
   Selling, General & Administrative
expenses                                            $  2,594,675          $  437,857         $ 2,156,818       492.6%

</TABLE>

General and  administrative  expenses were $2,594,675 for the three months ended
September  30, 2004 versus  $437,857 for the three months  ended  September  30,
2003,  which  resulted  in an increase of  $2,156,818  or 492.6%.  For the three
months ended  September 30, 2004, the Company paid stock based  compensation  to

                                       17
<PAGE>
employees,  consulting and legal services totaling $1,772,348.  In addition, the
Company incurred additional costs associated with an additional  production yard
and the increase in support personnel the quarter ended September 30, 2004.
<TABLE>
<CAPTION>

                                             Nine Months Ended     Nine Months Ended
                                             September 30, 2004    September 30, 2003        Increase/(decrease)

                                                                                               $               %
------------------------------------------- --------------------- --------------------- ----------------- ------------

<S>                                                        <C>               <C>                <C>            <C>
For the nine months ended September 30:
   Selling, General & Administrative
expenses                                            $  4,193,508          $  1,514,848       $ 2,678,660       176.8%

         General and  administrative  expenses were  $4,193,508 for the nine months ended September 30, 2004 versus
$1,514,848  for the nine months ended  September 30, 2003,  which  resulted in an increase of $2,678,660 or 176.8%.
The  increase in selling and  administrative  expenses  was  primarily  due to the  increase in the Company  adding
additional  operational and administrative  personnel,  legal and other professional  assistance  incurred in 2004.
Stock  based   compensation  paid  to  consultants  and  professionals   reflective  in  the  Selling,   General  &
Administrative  expense for the nine months ended  September  30, 2004 amounted to  $2,045,223  verses  $264,000 in
the comparable period in 2003.

Net Loss

                                           Nine Months Ended     Nine Months Ended        Increase/(decrease)
                                           September 30, 2004    September 30, 2003         $               %
----------------------------------------- --------------------- --------------------- ------------------- -----------

For the three months ended September 30:
     Net loss                                    $ (1,702,680)           $ (582,875)        $(1,119,805)      192.1%

     The net loss for the three months ended  September 30, 2004 was $1,702,680,
versus a net loss of $582,875 for the three months ended  September  30, 2003, a
change in net loss of $1,119,805 or 192.1%.A significant part of the increase in
the net loss  over  the  comparable  period  last  year  was due to stock  based
compensation   paid  to  consultants,   employees  and  legal  services  totally
$1,772,348.  Without the stock based  compensation  discussed above, the Company
would  have  reflected  a net profit of  $69,668  as  compared  to a net loss of
$582,875 in 2003.

                                         Nine Months Ended      Nine Months Ended         Increase/(decrease)
                                         September 30, 2004     September 30, 2003         $               %
 --------------------------------------- --------------------- ----------------------- --------------------- ------------

For the nine months ended September
30:
     Net loss                                  $ (2,489,436)            $  (586,223)          $(1,903,213)       324.7%
</TABLE>

     The net loss for the nine months ended  September 30, 2004 was  $2,489,436,
versus a net loss of $586,223  for the nine months ended  September  30, 2003, a
change in net loss of $1,903,213.  The significant  part of the net loss was due
primarily  to an  increase in stock based  compensation  issued to  consultants,
employees  and legal  services  totally  $2,045,223 or an increase of $1,781,223
over the comparable  period in 2003. In addition,  the Company added  additional
support staff in 2004 over 2003 to assist with the Company's growth objectives.

Liquidity and Capital Resources at September 30, 2004 Compared with December 31,
2003.

                                       18
<PAGE>

     The  following  table  summarizes  total  assets,  accumulated  deficit and
stockholders' equity.


                                  September 30, 2004     December 31, 2003
                                 -------------------   ---------------------
Total Assets                         $1,223,612              $676,619
                                 ===================   =====================

Accumulated Deficit                 $(3,749,370)           $(1,259,934)
                                 ===================   =====================

Stockholders' Equity (Deficit)      $(1,058,821)            $(679,608)
                                 ===================   =====================

     While we have  raised  capital to meet our working  capital  and  financing
needs in the past, additional financing is required in order to meet our current
and  projected  cash  flow  deficits  from  operations  and  development.  As of
September 30, 2004, we had current assets of $917,579 and current liabilities of
$1,970,234  which  resulted in a working  capital  deficit of  $1,052,655.  As a
result of our net loss of $2,489,436,  adjusted  principally  for an increase in
stock based  compensation  of $1,990,508 and deferred  revenues of 106,520,  our
cash flow deficit  from  operations  was  $363,218  during the nine months ended
September  30,  2004.  We used  $199,824  of cash to acquire  new  property  and
equipment  during the  period.  We met our cash  requirements  during the period
through receipts of $65,000 from sale of preferred stock, net of costs and fees,
receipt of  $163,394  from  shareholder  advances,  net of  repayments.  We also
received  proceeds of $133,462  from notes  payable to related  parties,  net of
repayments.

     Additionally,  in July, 2004, we put in place a $1,000,000 asset based line
of credit, availablity of which is dependent on the level of collerarized assets
at any given time. As of September 30, 2004;  we had borrowed  $206,606  against
the line of credit.

                                       19
<PAGE>

     In  October,  2004;  we  replaced  the asset  based  line of credit  with a
$1,000,000  secured  convertible  revolving  note  providing  working  needs  of
$1,000,000

     Additional funding is in currently being sought. There is no guarantee that
we will be successful in raising the funds required.

     By adjusting our operations and development to the level of capitalization,
we believe we have  sufficent  capital  resources  to meet  projected  cash flow
deficits  through the next twelve months.  However,  if  thereafter,  we are not
successful  in generating  sufficient  liquidity  from  operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this could have a
material  adverse effect on our business,  results of operations,  liquidity and
financial condition.

     The effect of  inflation  on our  revenues  and  operating  results was not
significant.  Our  operations are located in California and Nevada and there are
no seasonal aspects that would have a material effect on our financial condition
or results of operations.

Off-Balance Sheet Arrangements

     We do  not  have  any  off-balance  sheet  arrangements  that  have  or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results or  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.

Certain Relationships and Related Transactions

Facilities

     Our  wholly-owned   subsidiary   Hesperia  Truss  (HTI)  occupies  a  3,900
square-foot  building and warehouse on five acres in Hesperia,  California.  The
building  and land are  owned by two of our  directors  and  stockholders,  Mark
Presgraves  and Donald  Shimp.  We rent the  facility and  surrounding  land for
$24,000 per year. In addtition,  HTI leases office space in Hesperia  California
for $12,600 per year.

     Our second wholly-owned subsidiary,  Pahrump Valley Truss, Inc (PVT) leases
a  production  facility  with a two year term with  payments of $54,000 per year
payable in monthly increments.

Loans Payable/Receivable

     We had outstanding  loans payable to Donald Shimp,  Mark  Presgraves,  Fred
Smith and Steve Chaussy;  our current President,  Secretary and Treasurer,  Vice
President of Investor Relations and Chief Financial Officer, respectively in the
amount of $532,680 as of September 30, 2004.


                                       20
<PAGE>

                                  RISK FACTORS

Much of the information  included in this quarterly  report includes or is based
upon  estimates,   projections  or  other  "forward-looking   statements".  Such
forward-looking  statements  include any projections or estimates made by us and
our  management  in  connection  with  our  business  operations.   While  these
forward-looking  statements,  and any assumptions upon which they are based, are
made in good faith and reflect our current  judgment  regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such  estimates,  projections  or  other  "forward-looking  statements"  involve
various risks and  uncertainties  as outlined  below. We caution the reader that
important  factors  in some  cases  have  affected  and,  in the  future,  could
materially  affect actual results and cause actual results to differ  materially
from  the  results  expressed  in  any  such  estimates,  projections  or  other
"forward-looking statements".

Our common  shares are  considered  speculative.  Prospective  investors  should
consider carefully the risk factors set out below.

We Have a History Of Losses Which May Continue,  Which May Negatively Impact Our
Ability to Achieve Our Business Objectives.

     We incurred a net loss of $677,462  for the year ended  December  31, 2003.
For the three and nine months ended  September  30, 2004, we incurred net losses
of $1,702,680  and  $2,489,436,  respectively.  We cannot assure you that we can
achieve or sustain  profitability  on a quarterly or annual basis in the future.
Our  operations  are  subject  to the  risks  and  competition  inherent  in the
establishment  of a business  enterprise.  There can be no assurance that future
operations  will be profitable.  Revenues and profits,  if any, will depend upon
various factors,  including whether we will be able to continue expansion of our
revenue.  We may not achieve our business  objectives and the failure to achieve
such goals would have an adverse impact on us.

If We Are Unable to Obtain  Additional  Funding Our Business  Operations Will be
Harmed and If We Do Obtain Additional  Financing Our Then Existing  Shareholders
May Suffer Substantial Dilution.

     We will  require  additional  funds to  sustain  and  expand  our sales and
marketing  activities.  We anticipate  that we will require up to  approximately
$900,000 to fund our continued operations for the next twelve months,  depending
on revenue from operations.  Additional  capital will be required to effectively
support the operations and to otherwise implement our overall business strategy.
There can be no  assurance  that  financing  will be  available in amounts or on
terms  acceptable to us, if at all. The inability to obtain  additional  capital
will  restrict  our  ability to grow and may reduce our  ability to  continue to
conduct business operations. If we are unable to obtain additional financing, we
will  likely be  required to curtail our  marketing  and  development  plans and
possibly  cease our  operations.  Any  additional  equity  financing may involve
substantial dilution to our then existing shareholders.

                                       21
<PAGE>
If We Are Unable to Retain the Services of Messrs. Shimp, Presgraves or Chaussy,
or If We Are  Unable to  Successfully  Recruit  Qualified  Managerial  and Sales
Personnel  Having  Experience  in  Business,  We May Not Be Able to Continue Our
Operations.

     Our success depends to a significant  extent upon the continued  service of
Mr.  Donald  Shimp,  our  Chief  Executive  Officer  and  President,   Mr.  Mark
Presgraves,  our  Secretary  and  Treasurer  and Mr.  Steve  Chaussy,  our Chief
Financial Officer. Loss of the services of Messrs. Shimp,  Presgraves or Chaussy
could have a material  adverse effect on our growth,  revenues,  and prospective
business.  We do not maintain  key-man  insurance on the life of Messrs.  Shimp,
Presgraves  or Chaussy.  In addition,  in order to  successfully  implement  and
manage our  business  plan,  we will be  dependent  upon,  among  other  things,
successfully   recruiting   qualified  managerial  and  sales  personnel  having
experience in business.  Competition for qualified individuals is intense. There
can be no assurance  that we will be able to find,  attract and retain  existing
employees  or  that  we will be able  to  find,  attract  and  retain  qualified
personnel on acceptable terms.

The Supply and Demand for Lumber Could Fluctuate,  Resulting in Higher Operating
Costs, Which Could Have a Material Adverse Impact on our Financial Condition

     Truss  prices  are  closely  related to the  market  price of  lumber,  the
principal  raw material used in the  manufacture  of wooden  trusses.  If lumber
prices  increase  sharply,  we may not be able to pass this  increase  on to our
customers.  We  attempt  to index the sales  price of our  trusses  based on our
lumber costs, although we have not always been able to do so.

     The price of lumber has been volatile in recent years due to factors beyond
our control, including:

     o    weather and other natural events;
     o    governmental regulation of logging on public lands;
     o    lumber agreements between Canada and the U.S.; and
     o    competition from other industries that use similar grades and types of
          lumber.

     Although  we  typically  buy our lumber in the open  market,  we  purchased
approximately 86% of our lumber from six suppliers in fiscal 2003.  However,  we
might be unable to purchase  adequate  lumber supplies to meet its needs. To the
extent we  encounter  adverse  lumber  prices or are unable to procure  adequate
supplies of lumber,  our financial  condition and results of operations could be
materially adversely affected.

Many Of Our  Competitors  Are  Larger  and  Have  Greater  Financial  and  Other
Resources  Than We Do and Those  Advantages  Could Make It  Difficult  For Us to
Compete With Them.

     The truss  manufacturing  industry is  extremely  competitive  and includes
several companies that have achieved substantially greater market shares than we
have, and have longer operating histories,  have larger customer bases, and have
substantially greater financial, development and marketing resources than we do.
If overall  demand for our products  should  decrease it could have a materially


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<PAGE>

adverse affect on our operating results.

A Downturn  In The  Economy  May Affect  Home  Repair,  Remodeling  and New Home
Construction, Which Could Adversely Affect Our Sales.

     The home repair and  remodeling  and new home  construction  sectors may be
significantly affected by changes in economic and other conditions such as gross
domestic  product levels,  employment  levels,  demographic  trends and consumer
confidence.  These factors can  negatively  affect the demand for and pricing of
our  products.  More  specifically,  for  example,  demand  for home  repair and
remodeling  products may be adversely affected by material increases in interest
rates  and the  reduced  availability  of  financing  for home  improvements.  A
downturn in the economies in which we sell our products may adversely affect our
sales.

Our  Trademark  and Other  Intellectual  Property  Rights May not be  Adequately
Protected Outside the United States, Resulting in Loss of Revenue.

     We believe that our trademarks,  whether licensed or owned by us, and other
proprietary rights are important to our success and our competitive position. In
the course of our international expansion, we may, however,  experience conflict
with  various  third  parties who acquire or claim  ownership  rights in certain
trademarks.  We cannot  assure that the actions we have taken to  establish  and
protect  these  trademarks  and other  proprietary  rights  will be  adequate to
prevent imitation of our products by others or to prevent others from seeking to
block sales of our products as a violation  of the  trademarks  and  proprietary
rights of others.  Also, we cannot assure you that others will not assert rights
in, or ownership of, trademarks and other proprietary  rights of ours or that we
will  be  able  to  successfully   resolve  these  types  of  conflicts  to  our
satisfaction. In addition, the laws of certain foreign countries may not protect
proprietary rights to the same extent, as do the laws of the United States.

Our Principal Stockholders, Officers And Directors Own a Controlling Interest in
Our Voting Stock And Investors Will Not Have Any Voice in Our Management.

     Our  officers  and   directors,   in  the   aggregate,   beneficially   own
approximately  64%  of  our  outstanding  common  stock.  As  a  result,   these
stockholders,  acting together,  will have the ability to control  substantially
all matters submitted to our stockholders for approval, including:

     o    election of our board of directors;
     o    removal of any of our directors;
     o    amendment of our certificate of incorporation or bylaws; and
     o    adoption of  measures  that could delay or prevent a change in control
          or impede a merger,  takeover or other business combination  involving
          us.

     As a result of their  ownership and positions,  our directors and executive
officers  collectively are able to influence all matters  requiring  stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate transactions. In addition, sales of significant amounts of shares held
by our directors and executive  officers,  or the prospect of these sales, could


                                       23
<PAGE>
adversely  affect  the  market  price of our common  stock.  Management's  stock
ownership  may  discourage  a potential  acquirer  from making a tender offer or
otherwise  attempting  to obtain  control of us,  which in turn could reduce our
stock price or prevent our stockholders  from realizing a premium over our stock
price.

There Are a Large Number of Shares Underlying Our Convertible Notes and Warrants
That May be  Available  for Future Sale and the Sale of These Shares May Depress
the Market Price of Our Common Stock.

     As of November 4, 2004, we had 18,746,467 shares of common stock issued and
outstanding and convertible notes outstanding,  excluding interest, which may be
converted into 1,408,451  shares of common stock,  and  outstanding  warrants to
purchase  461,000  shares of common stock.  In addition,  under the terms of our
Revolving Note with Laurus Master Fund, additional shares of common stock may be
issued  pursuant  to the  convertible  notes  for  drawdowns  based on  accounts
receivable.  All of the  shares,  including  all of  the  shares  issuable  upon
conversion of the  convertible  notes and upon exercise of our warrants,  may be
sold  without  restriction.  The sale of these shares may  adversely  affect the
market price of our common stock.

The Issuance of Shares Upon Conversion of the Convertible  Notes and Exercise of
Outstanding  Warrants  May  Cause  Immediate  and  Substantial  Dilution  to Our
Existing Stockholders.

     The  issuance  of  shares  upon  conversion  of the  convertible  notes and
exercise of warrants  may result in  substantial  dilution to the  interests  of
other  stockholders  since the selling  stockholders may ultimately  convert and
sell the full amount issuable on conversion.  Although the selling  stockholders
may not convert their  convertible  notes and/or exercise their warrants if such
conversion  or  exercise  would  cause  them  to  own  more  than  4.99%  of our
outstanding  common  stock,  this  restriction  does  not  prevent  the  selling
stockholders  from converting  and/or exercising some of their holdings and then
converting  the rest of their  holdings.  In this way, the selling  stockholders
could sell more than this limit while never holding more than this limit.

If We Fail to Remain Current on Our Reporting Requirements,  We Could be Removed
From the OTC Bulletin Board Which Would Limit the Ability of  Broker-Dealers  to
Sell Our Securities and the Ability of Stockholders to Sell Their  Securities in
the Secondary Market.

                                       24
<PAGE>
     Companies  trading on the OTC Bulletin Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports  under  Section 13, in order to maintain  price
quotation  privileges on the OTC Bulletin Board. If we fail to remain current on
our reporting requirements,  we could be removed from the OTC Bulletin Board. As
a result,  the market liquidity for our securities  could be severely  adversely
affected by limiting the ability of  broker-dealers  to sell our  securities and
the ability of stockholders to sell their securities in the secondary market.


Our  Common  Stock is  Subject  to the  "Penny  Stock"  Rules of the SEC and the
Trading Market in Our  Securities is Limited,  Which Makes  Transactions  in Our
Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

     The  Securities  and  Exchange  Commission  has  adopted  Rule 15g-9  which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require:

     o    that a broker or dealer approve a person's account for transactions in
          penny stocks; and
     o    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

     o    obtain financial  information and investment  experience objectives of
          the person; and
     o    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and the person has  sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock, a disclosure  schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

     o    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and
     o    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

     Generally,   brokers  may  be  less  willing  to  execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value of our stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in both public  offerings  and in  secondary  trading and about the  commissions
payable to both the  broker-dealer  and the registered  representative,  current
quotations  for the  securities  and the rights  and  remedies  available  to an
investor  in  cases  of fraud in  penny  stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

Trends, Risks and Uncertainties

     We have sought to identify what we believe to be the most significant risks
to our business,  but we cannot predict whether,  or to what extent, any of such
risks may be realized nor can we guarantee that we have  identified all possible

                                       25
<PAGE>
risks that might arise.  Investors  should  carefully  consider all of such risk
factors before making an investment decision with respect to our Common Stock.

Personnel

     We  currently  have 118 full time  employees  and part time  employees.  We
intend to hire additional technical, operational and administrative personnel as
appropriate.  We do not expect a  significant  change in the number of full time
employees over the next 12 months.  We intend to use the services of independent
consultants and contractors to perform various professional services. We believe
that this use of  third-party  service  providers  may  enhance  our  ability to
contain general and administrative expenses.

Going Concern

     The  financial  statements  included in this  filing have been  prepared in
conformity with generally  accepted  accounting  principles that contemplate the
continuance of the Company as a going  concern.  The Company's cash position may
be inadequate to pay all of the costs  associated  with testing,  production and
marketing of products.  Management  intends to use borrowings and security sales
to mitigate the effects of its cash position,  however no assurance can be given
that debt or equity  financing,  if and when  required  will be  available.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of recorded  assets and  classification  of
liabilities  that might be  necessary  should the  Company be unable to continue
existence.

                                       26
<PAGE>
Item 3. Controls and Procedures

     a)   Evaluation of Disclosure Controls and Procedures.  As of September 30,
          2004, the Company's  management  carried out an evaluation,  under the
          supervision  of the Company's  Chief  Executive  Officer and the Chief
          Financial  Officer of the effectiveness of the design and operation of
          the Company's system of disclosure controls and procedures pursuant to
          the Securities  and Exchange Act, Rule  13a-15(e) and 15d-15(e)  under
          the Exchange Act).  Based upon that  evaluation,  the Chief  Executive
          Officer  and Chief  Financial  Officer  concluded  that the  Company's
          disclosure  controls and procedures were effective,  as of the date of
          their   evaluation,   for  the  purposes  of  recording,   processing,
          summarizing and timely reporting material  information  required to be
          disclosed  in  reports  filed  by the  Company  under  the  Securities
          Exchange Act of 1934.

     b)   Changes in  internal  controls.  There  were no  changes  in  internal
          controls  over  financial  reporting,  known  to the  Chief  Executive
          Officer or Chief  Financial  Officer that  occurred  during the period
          covered by this report that has materially  affected,  or is likely to
          materially  effect,  the  Company's  internal  control over  financial
          reporting. a) 32

                                       27
<PAGE>
PART II--OTHER INFORMATION

Item 1.   Legal Proceedings

     From time to time,  we may become  involved in various  lawsuits  and legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal  proceedings  or claims  that we believe  will have,
individually  or in the  aggregate,  a material  adverse affect on our business,
financial condition or operating results.

Item 2. Changes in Securities

     In September  2004, the Company issued an aggregate of 3,063,850  shares of
common  stock  to  consultants  in  exchange  for  service  fees of  $1,072,348.
Valuation  of common  stock  issued for services was based upon the value of the
services  rendered,  which did not differ  materially from the fair value of the
Company's  common  stock  during the period the  services  were  rendered.  This
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act.


     In September  2004, the Company issued an aggregate of 2,000,000  shares of
common  stock to  officers  in  exchange  for  services  rendered  of  $700,000.
Valuation  of the common  stock  issued for services was based upon the value of
the services  rendered,  which did not differ  materially from the fair value of
the  Company's  common stock during the period the services  were  rendered.This
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act.


Subsequent Events to quarter end.

     To obtain  funding for our ongoing  operations,  we entered into a Security
Agreement with Laurus Master Fund, Ltd. on October 8, 2004 for the sale of (i) a
$1,000,000  principal amount convertible Secured Revolving Note, (ii) a $500,000
principal  amount  convertible  minimum  borrowing  note,  and (iii) warrants to
purchase  461,000  shares  of  common   stock.


     Each of the convertible notes accrues interest at a rate per annum equal to
the greater of

     -    the prime rate published in The Wall Street Journal plus 3%; or
     -    7%.

     subject to possible downward adjustment if:

     -    we shall have registered the shares of our common stock underlying the
          conversion of such convertible notes and the related warrants; and
     -    the volume  weighted  average price of the common stock as reported by
          Bloomberg,  L.P. on the  principal  market for the five  trading  days
          immediately  preceding an interest  payment date (the "Market  Price")
          under  such  convertible  notes  exceeds  the  then  applicable  fixed
          conversion price by 25%,

     in which event the interest rate for the  succeeding  calendar  month shall
automatically be reduced by 2.0% for each incremental 25% increase in the Market

                                       28
<PAGE>
Price of our common stock above the then applicable fixed conversion price. Each
of the convertible notes has a maturity date of October 8, 2007.

     The Secured Revolving Note is a revolving note with funding available based
upon  eligible  accounts  receivable.  All of our  accounts  receivable  will be
applied to paying off the $1,000,000  note, and we will be allowed to borrow 90%
of eligible accounts receivable,  up to the $1,000,000 at any time. In addition,
pursuant to the $500,000 minimum  borrowing note, we agreed not allow the amount
borrowed and  outstanding to Laurus Master Fund to be less than $500,000  during
the next two years.

     The  outstanding  principal  and  accrued  interest  under the  convertible
Secured  Revolving  Note and Minimum  Borrowing  notes are  convertible,  at the
holder's option,  into shares of our common stock at a conversion price equal to
$0.71 per  share.  The  Minimum  Borrowing  Note may be prepaid by us in cash by
paying to the  holder  130% of the  principal  and  related  accrued  and unpaid
interest thereon being prepaid.

     These issuances were exempt from  registration  pursuant to Section 4(2) of
the Securities Act.

Item 3.   Defaults by the Company upon its Senior Securities

         None

Item 4.   Submission of Matters to a Vote of Security Holders

         None

Item 5.   Other Information

     In October,  2004, the Company  appointed William Nalls as Chief Operations
Officer of Hesperia Holding, Inc replacing Gene Cloud.

Press Releases

Subsequent to quarter end

     On  October 4, 2004,  the  Company  announced  in a press  release,  (filed
herewith as exhibit 99-1),  an agreement to provide trusses to Classic Homes Inc
for an upcoming  residential  project.  Classic  Homes Inc is a developer in the
Pahrump, NV area

     On October 11,  2004,  the Company  announced  in a press  release,  (filed
herewith as exhibit 99-2),  that it currently is operating with a backlog of six
weeks on new roof and truss orders  helping to propel the monthly  Inland Empire
Purchasing Manager's Index 2.5 percent from it's August level.

     On October  13,  2004,  the Company  announced  in a press  release  (filed
herewith as exhibit 99-3) and through filing of an 8K on October 8, 2004 that it
had completed a $1 million  financing  Laurus Master Fund,  Ltd, a New York City
based institutional fund. Under the agreement, the Company issued a $1.0 million
secured  convertible  term note with an  initial  interest  rate of prime plus 3
percent, secured by assets of the Company.

                                       29
<PAGE>
Consulting Agreements

     On August 2, 2004, the Company  entered into a letter of agreement with The
Investor  Relations  Group Inc.  ("IRG") IRG agreed to provide the Company  with
investor  relations  services.  These services may include overall management of
the corporate communications program,  designing a corporate fact sheet that can
readily be mass  produced  for  distribution  to  brokers,  analysts,  and other
industry personnel, assistance with compiling promotional materials, writing and
editing news releases and other corporate  materials.  The letter  agreement was
attached to previously  filed 10QSB filed for the quarter ended June 30, 2004 as
exhibit 10-3.

     On  September  23,  2004,  the  Company  entered  into  an  agreement  with
Edaddywarbucks to provide a massive regional and national advertising  campaign.
Edaddywarbucks  will provide  strategic  marketing and will assist to facilitate
leverage  and  barter  arrangements  with  national  media  and to  build  brand
awareness and consumer  acceptance.  The agreement is attached hereto as exhibit
10-1


Item 6.   Exhibits

          Exhibits

          10.1 Media  Agreement,  dated as of September  16,  2004,  between the
          Company and edaddywarbucks

          31.1 -  Certification  of Chief  Executive  Officer  pursuant  to Rule
          13a-14  and Rule  15d-14(a),  promulgated  under  the  Securities  and
          Exchange Act of 1934, as amended

          31.2 -  Certification  of Chief  Financial  Officer  pursuant  to Rule
          13a-14  and Rule 15d  14(a),  promulgated  under  the  Securities  and
          Exchange Act of 1934, as amended

          32.1 -  Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
          pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002  (Chief
          Executive Officer) 32.2 - Certification  pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002 (Chief Financial Officer)

          99.1 - Press release dated October 4, 2004

          99.2 - Press release dated October 11, 2004

          99.3 - Press release dated October 14, 2004


                                       30
<PAGE>
                                   SIGNATURES


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
          the  Registrant has duly caused this report to be signed on its behalf
          by the undersigned, thereunto duly authorized.


                                           HESPERIA HOLDING, LTD.

Date:  November 15, 2004                   By: /s/ DONALD SHIMP
                                               ----------------
                                                   Donald Shimp
                                                   President
                                                  (Principal Executive Officer)

Date:  November 15, 2004                   By: /s/ STEVE CHAUSSY
                                               -----------------
                                                   Steve Chaussy
                                                   Chief Financial Officer


                                       31